As filed with the Securities and Exchange Commission on June 26, 2003
=========================================================================
1933 Act File No. 333-[___]
1940 Act File No. 811-21333
U. S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form N-2
(Check appropriate box or boxes)
[X] REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
[ ] Pre-Effective Amendment No. __________
[ ] Post-Effective Amendment No. __________
and
[X] REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
[X] Amendment No. 4
Nuveen Preferred and Convertible Income Fund 2
Exact Name of Registrant as Specified in Declaration of Trust
333 West Wacker Drive, Chicago, Illinois 60606
Address of Principal Executive Offices (Number, Street, City, State, Zip Code)
(800) 257-8787
Registrant's Telephone Number, including Area Code
Jessica R. Droeger
Vice President and Secretary
333 West Wacker Drive
Chicago, Illinois 60606
Name and Address (Number, Street, City, State, Zip Code) of Agent for Service
Copies of Communications to:
Stacy H. Winick Eric F. Fess Sarah E. Cogan
Bell, Boyd & Lloyd PLLC Chapman and Cutler Simpson Thacher & Bartlett LLP
1615 L Street, N.W., Suite 1200 111 W. Monroe 425 Lexington Avenue
Washington, D.C. 20036 Chicago, IL 60603 New York, NY 10017
Approximate Date of Proposed Public Offering:
As soon as practicable after the effective date of this Registration Statement
_________________
If any of the securities being registered on this form are offered on a
delayed or continuous basis in reliance on Rule 415 under the Securities Act of
1933, other than securities offered in connection with a dividend reinvestment
plan, check the following box. [_]
It is proposed that this filing will become effective (check
appropriate box)
[ ] when declared effective pursuant to section 8(c).
[X] This form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act of 1933
and the Securities Act registration statement number of the earlier
effective registration statement for the same offering is
333-104599.
____________________
CALCULATION OF REGISTRATION FEE UNDER THE SECURITIES ACT OF 1933
================================================================================================================
Proposed Maximum
Title of Securities Being Amount Proposed Maximum Aggregate Amount of
Registered Being Registered Offering Price Per Offering Price (1) Registration Fee
Unit
----------------------------------------------------------------------------------------------------------------
Common Shares,
$0.01 par value ("Shares") 5,900,000 Shares (2) $15.00 $88,500,000 $7,159.65
================================================================================================================
(1) Estimated solely for the purpose of calculating the registration fee.
(2) All of which may be purchased pursuant to an over-allotment option of
10,900,000 Shares granted by the Registrant to the Underwriters.
=========================================================================
EXPLANATORY NOTE
This Registration Statement is being filed pursuant to Rule 462(b)
under the Securities Act of 1933, as amended. The contents of the Registration
Statement on Form N-2 (Reg. No. 333-104599) filed by Nuveen Preferred and
Convertible Income Fund 2 (the "Registrant") with the Securities and Exchange
Commission, as amended, declared effective on June 25, 2003, are incorporated
herein by reference.
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PART C - OTHER INFORMATION
Item 24: Financial Statements and Exhibits
1. Financial Statements:
Registrant has not conducted any business as of the date of this
filing, other than in connection with its organization. Financial Statements
indicating that the Registrant has met the net worth requirements of Section
14(a) of the 1940 Act were filed in Pre-effective Amendment No. 2 to the
Registrant's Registration Statement on Form N-2 (File No. 333-104599) and are
incorporated herein by reference.
2. Exhibits:
a. Declaration of Trust dated March 17, 2003. Filed on April 17, 2003 as
Exhibit a to the Registrant's Registration Statement on Form N-2 (File
No. 333-104599) and incorporated herein by reference.
b. By-laws of Registrant. Filed on April 17, 2003 as Exhibit b to the
Registrant's Registration Statement on Form N-2 (File No. 333-104599)
and incorporated herein by reference.
c. None.
d. Form of Share Certificate. Filed on May 21, 2003 as Exhibit d to
Pre-effective Amendment No. 1 to the Registrant's Registration
Statement on Form N-2 (File No. 333-104599) and incorporated herein by
reference.
e. Terms and Conditions of the Dividend Reinvestment Plan. Filed on May
21, 2003 as Exhibit e to Pre-effective Amendment No. 1 to the
Registrant's Registration Statement on Form N-2 (File No. 333-104599)
and incorporated herein by reference.
f. None.
g.1 Investment Management Agreement between Registrant and Nuveen
Institutional Advisory Corp. dated May 15, 2003. Filed on May 21, 2003
as Exhibit g.1 to Pre-effective Amendment No. 1 to the Registrant's
Registration Statement on Form N-2 (File No. 333-104599) and
incorporated herein by reference.
g.2 Investment Sub-Advisory Agreement between Nuveen Institutional Advisory
Corp. and Spectrum Asset Management, Inc. dated May 15, 2003. Filed on
June 24, 2003 as Exhibit g.2 to Pre-effective Amendment No. 2 to the
Registrant's Registration Statement on Form N-2 (File No. 333-104599)
and incorporated herein by reference.
g.3 Investment Sub-Advisory Agreement between Nuveen Institutional Advisory
Corp. and Froley, Revy Investment Co., Inc. dated May 15, 2003. Filed
on June 24, 2003 as Exhibit g.3 to Pre-effective Amendment No. 2 to the
Registrant's Registration Statement on Form N-2 (File No. 333-104599)
and incorporated herein by reference.
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h.1 Form of Underwriting Agreement.
h.2 Form of Salomon Smith Barney Inc. Master Selected Dealer Agreement.
h.3 Form of Nuveen Master Selected Dealer Agreement.
h.4 Form of Salomon Smith Barney Inc. Master Agreement Among Underwriters.
h.5 Form of Dealer Letter Agreement.
i. Nuveen Open-End and Closed-End Funds Deferred Compensation Plan for
Independent Directors and Trustees. Filed on May 21, 2003 as Exhibit i
to Pre-effective Amendment No. 1 to the Registrant's Registration
Statement on Form N-2 (File No. 333-104599) and incorporated herein by
reference.
j. Master Custodian Agreement between Registrant and State Street Bank and
Trust Company dated August 19, 2002. Filed on June 24, 2003 as Exhibit
j to Pre-effective Amendment No. 2 to the Registrant's Registration
Statement on Form N-2 (File No. 333-104599) and incorporated herein by
reference.
k.1 Shareholder Transfer Agency Agreement between Registrant and State
Street Bank and Trust Company dated October 7, 2002. Filed on June 24,
2003 as Exhibit k.1 to Pre-effective Amendment No. 2 to the
Registrant's Registration Statement on Form N-2 (File No. 333-104599)
and incorporated herein by reference.
k.2 Expense Reimbursement Agreement between Registrant and Nuveen
Institutional Advisory Corp. dated May 15, 2003. Filed on May 21, 2003
as Exhibit k.2 to Pre-effective Amendment No. 1 to the Registrant's
Registration Statement on Form N-2 (File No. 333-104599) and
incorporated herein by reference.
l.1 Opinion and consent of Bell, Boyd & Lloyd LLC. Filed on May 21, 2003 as
Exhibit l.1 to Pre-effective Amendment No. 1 to the Registrant's
Registration Statement on Form N-2 (File No. 333-104599) and
incorporated herein by reference.
l.2 Opinion and consent of Bingham McCutchen LLP. Filed on May 21, 2003 as
Exhibit l.2 to Pre-effective Amendment No. 1 to the Registrant's
Registration Statement on Form N-2 (File No. 333-104599) and
incorporated herein by reference.
l.3 Consent of Bell, Boyd & Lloyd LLC.
l.4 Consent of Bingham McCutchen LLP.
m. None.
n. Consent of Ernst & Young LLP.
o. None.
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p. Subscription Agreement of Nuveen Institutional Advisory Corp. dated
June 3, 2003. Filed on June 24, 2003 as Exhibit p to Pre-effective
Amendment No. 2 to the Registrant's Registration Statement on Form N-2
(File No. 333-104599) and incorporated herein by reference.
q. None.
r.1 Code of Ethics of Nuveen Institutional Advisory Corp. Filed on May 21,
2003 as Exhibit r.1 to Pre-effective Amendment No. 1 to the
Registrant's Registration Statement on Form N-2 (File No. 333-104599)
and incorporated herein by reference.
r.2 Code of Ethics of Spectrum Asset Management, Inc. Filed on May 21, 2003
as Exhibit r.2 to Pre-effective Amendment No. 1 to the Registrant's
Registration Statement on Form N-2 (File No. 333-104599) and
incorporated herein by reference.
r.3 Code of Ethics of Froley, Revy Investment Co., Inc. Filed on May 21,
2003 as Exhibit r.3 to Pre-effective Amendment No. 1 to the
Registrant's Registration Statement on Form N-2 (File No. 333-104599)
and incorporated herein by reference.
s. Powers of Attorney.
Item 25: Marketing Arrangements.
See Sections 2, 3 and 5(n) of the Form of Underwriting Agreement filed
as Exhibit h.1 to the Registration Statement.
See the Introductory Paragraph and Sections 2 and 3(d) of the Form of
Salomon Smith Barney Inc. Master Selected Dealer Agreement filed as
Exhibit h.2 to the Registration Statement and the Introductory
Paragraph and Sections 2 and 3(d) of the Form of Nuveen Master Selected
Dealer Agreement filed as Exhibit h.3 to the Registration Statement.
See the Introductory Paragraphs and Sections 1.2, 3.1, 3.2, 3.4-3.8,
4.1, 4.2, 5.1-5.4, 6.1, 10.9 and 10.10 of the Form of Salomon Smith
Barney Inc. Master Agreement Among Underwriters filed as Exhibit h.4 to
the Registration Statement.
See Paragraph e of the Form of Dealer Letter Agreement between Nuveen
and the Underwriters filed as Exhibit h.5 to the Registration
Statement.
Item 26: Other Expenses of Issuance and Distribution
Securities and Exchange Commission fees $ 177,050
National Association of Securities Dealers, Inc. fees 30,500
Printing and engraving expenses 645,000
Legal and Accounting Fees 150,000
Exchange listing fees 101,000
Blue Sky filing fees and expenses 5,000
Miscellaneous expenses 11,450
--------
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Total $1,120,000*
==========
__________
* Nuveen Institutional Advisory Corp., Spectrum Asset Management, Inc., and
Froley, Revy Investment Co., Inc. have contractually agreed to reimburse
the Fund for fees and expenses in the amount of .32% of average daily
Managed Assets of the Fund for the first five full years of the Fund's
operations, .24% of average daily Managed Assets in year six, .16% in year
seven and .08% in year eight. Without the reimbursement, "Total Annual
Expenses" would be estimated to be 1.65% of average daily net assets
attributable to Common Shares. Nuveen has agreed to pay (i) all
organizational expenses and (ii) offering costs (other than sales load)
that exceed $0.03 per Common Share (.20% of offering price).
Item 27: Persons Controlled by or under Common Control with Registrant
Not applicable.
Item 28: Number of Holders of Securities
At June 24, 2003
Number of
Title of Class Record Holders
-------------- --------------
Common Shares, $0.01 par value 1
Item 29: Indemnification
Section 4 of Article XII of the Registrant's Declaration of Trust
provides as follows:
Subject to the exceptions and limitations contained in this Section 4,
every person who is, or has been, a Trustee, officer, employee or agent of the
Trust, including persons who serve at the request of the Trust as directors,
trustees, officers, employees or agents of another organization in which the
Trust has an interest as a shareholder, creditor or otherwise (hereinafter
referred to as a "Covered Person"), shall be indemnified by the Trust to the
fullest extent permitted by law against liability and against all expenses
reasonably incurred or paid by him in connection with any claim, action, suit or
proceeding in which he becomes involved as a party or otherwise by virtue of his
being or having been such a Trustee, director, officer, employee or agent and
against amounts paid or incurred by him in settlement thereof.
No indemnification shall be provided hereunder to a Covered Person:
(a) against any liability to the Trust or its Shareholders by reason of a final
adjudication by the court or other body before which the proceeding was brought
that he engaged in willful misfeasance, bad faith, gross negligence or reckless
disregard of the duties involved in the conduct of his office;
(b) with respect to any matter as to which he shall have been finally
adjudicated not to have acted in good faith in the reasonable belief that his
action was in the best interests of the Trust; or
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(c) in the event of a settlement or other disposition not involving a final
adjudication (as provided in paragraph (a) or (b)) and resulting in a payment by
a Covered Person, unless there has been either a determination that such Covered
Person did not engage in willful misfeasance, bad faith, gross negligence or
reckless disregard of the duties involved in the conduct of his office by the
court or other body approving the settlement or other disposition or a
reasonable determination, based on a review of readily available facts (as
opposed to a full trial-type inquiry), that he did not engage in such conduct:
(i) by a vote of a majority of the Disinterested Trustees acting on
the matter (provided that a majority of the Disinterested Trustees then
in office act on the matter); or
(ii) by written opinion of independent legal counsel.
The rights of indemnification herein provided may be insured against by
policies maintained by the Trust, shall be severable, shall not affect any other
rights to which any Covered Person may now or hereafter be entitled, shall
continue as to a person who has ceased to be such a Covered Person and shall
inure to the benefit of the heirs, executors and administrators of such a
person. Nothing contained herein shall affect any rights to indemnification to
which Trust personnel other than Covered Persons may be entitled by contract or
otherwise under law.
Expenses of preparation and presentation of a defense to any claim,
action, suit or proceeding subject to a claim for indemnification under this
Section 4 shall be advanced by the Trust prior to final disposition thereof upon
receipt of an undertaking by or on behalf of the recipient to repay such amount
if it is ultimately determined that he is not entitled to indemnification under
this Section 4, provided that either:
(a) such undertaking is secured by a surety bond or some other
appropriate security or the Trust shall be insured against losses
arising out of any such advances; or
(b) a majority of the Disinterested Trustees acting on the matter
(provided that a majority of the Disinterested Trustees then in office
act on the matter) or independent legal counsel in a written opinion
shall determine, based upon a review of the readily available facts (as
opposed to a full trial-type inquiry), that there is reason to believe
that the recipient ultimately will be found entitled to
indemnification.
As used in this Section 4, a "Disinterested Trustee" is one (x) who is
not an Interested Person of the Trust (including anyone, as such Disinterested
Trustee, who has been exempted from being an Interested Person by any rule,
regulation or order of the Commission), and (y) against whom none of such
actions, suits or other proceedings or another action, suit or other proceeding
on the same or similar grounds is then or has been pending.
As used in this Section 4, the words "claim," "action," "suit" or
"proceeding" shall apply to all claims, actions, suits, proceedings (civil,
criminal, administrative or other, including appeals), actual or threatened; and
the words "liability" and "expenses" shall include without
7
limitation, attorneys' fees, costs, judgments, amounts paid in settlement,
fines, penalties and other liabilities.
The trustees and officers of the Registrant are covered by Investment
Trust Directors and Officers and Errors and Omission policies in the aggregate
amount of $50,000,000 against liability and expenses of claims of wrongful acts
arising out of their position with the Registrant, except for matters which
involve willful acts, bad faith, gross negligence and willful disregard of duty
(i.e., where the insured did not act in good faith for a purpose he or she
reasonably believed to be in the best interest of Registrant or where he or she
had reasonable cause to believe this conduct was unlawful). The policy has a
$500,000 deductible, which does not apply to individual trustees or officers.
Section 8 of the Form of Underwriting Agreement filed as Exhibit h.1 to
the Registration Statement provides for each of the parties thereto, including
the Registrant and the Underwriters, to indemnify the others, their trustees,
directors, certain of their officers, trustees, directors and persons who
control them against certain liabilities in connection with the offering
described herein, including liabilities under the federal securities laws.
Insofar as indemnification for liability arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act of 1933 and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.
Item 30: Business and Other Connections of Investment Adviser
Nuveen Institutional Advisory Corp. ("NIAC") serves as investment
adviser to the following open-end and closed-end management type investment
companies: Nuveen Investment Trust, Nuveen Investment Trust II, Nuveen
Investment Trust III, Nuveen Senior Income Fund, Nuveen Select Tax-Free Income
Portfolio, Nuveen Select Tax-Free Income Portfolio 2, Nuveen California Select
Tax-Free Income, Nuveen New York Select Tax-Free Income Portfolio, Nuveen Real
Estate Income Fund, Nuveen Select Tax-Free Income Portfolio 3, Nuveen Quality
Preferred Income Fund, Nuveen Quality Preferred Income Fund 2, Nuveen Quality
Preferred Income Fund 3 and Nuveen Preferred and Convertible Income Fund.
NIAC has no other clients or business at the present time. For a
description of other business, profession, vocation or employment of a
substantial nature in which any director or officer of the investment adviser
who serve as officers or Trustees of the Registrant has engaged during the last
two years for his or her account or in the capacity of director, officer,
employee,
8
partner or trustee, see the descriptions under "Management of the Fund" in Part
B of the Registration Statement. Such information for the remaining senior
officers of NIAC appears below:
Other Business Profession, Vocation
Name and Position with NIAC or Employment During Past Two Years
--------------------------- -----------------------------------
John P. Amboian, President................... President, formerly Executive Vice President of
Nuveen Investments, Inc., Nuveen Investments, LLC,
Nuveen Advisory Corp., Nuveen Asset Management,
Inc. and Nuveen Senior Loan Asset Management, Inc.
and Executive Vice President and Director of
Rittenhouse Asset Management, Inc.
Alan G. Berkshire, Senior Vice President and Senior Vice President and General Counsel (since
Secretary.................................... 1997) and Secretary (since 1998) of Nuveen
Investments, Inc., Nuveen Investments, LLC, and
Nuveen Asset Management, Inc.; Senior Vice President
(since 1997) and Secretary (since 1998) of Nuveen
Advisory Corp., Senior Vice President, Secretary and
General Counsel of Rittenhouse Asset Management, Inc.
(since 2001).
Margaret E. Wilson, Senior Vice President, Senior Vice President, Finance of Nuveen
Finance...................................... Investments, Inc., Nuveen Investments, LLC, and
Nuveen Advisory Corp.; formerly CFO of Sara Lee
Corp., Bakery Division.
Gunther Stein, Vice President................ Lead portfolio manager for high yield strategies at
Symphony since 1999. Prior to joining Symphony,
Mr. Stein was a High Yield Portfolio Manager at
Wells Fargo.
9
Lenny Mason, Vice President.................. High yield portfolio manager at Symphony. Prior to
joining Symphony, Mr. Mason was a Managing Director
in FleetBoston's Technology & Communications Group.
The address of Symphony Asset Management, LLC is 555 California Street,
Suite 2975, San Francisco, CA 94104.
Spectrum Asset Management, Inc. ("Spectrum") serves as an investment
adviser to a non-U.S. fund and offers separate account management for certain
institutions and high net worth individuals. Spectrum also is a registered
broker-dealer. See "Management of the Fund" in Part B of the Registration
Statement.
Set forth below is a list of each director and officer of Spectrum,
indicating each business profession, vocation or employment of a substantial
nature in which such person has been, at any time during the past two fiscal
years, engaged for his or her own account or in the capacity of director,
officer, partner or trustee.
Other Business Profession, Vocation or
Name and Position with Spectrum Employment During Past Two Fiscal Years
------------------------------- ---------------------------------------
Fernando Diaz, Vice President --
Nancy K. Dray, Legal and Compliance Officer --
Ralph C. Eucher, Director President of Princor Financial Services Corporation
since May 1999. Senior Vice President of Principal
Life Insurance Company since August 2002.
Richard W. Hibbs, Director Executive Vice President Marketing for Principal
Global Investors since September 1998. Vice
President of Principal Life Insurance Company since
September 1998.
Timothy Howald, Director Chief Financial Officer of Principal Global
Investors since November 1998. Vice President of
Principal Life Insurance Company since November
1998.
Patrick G. Hurley, Senior Vice President --
and Chief Information Officer
L. Philip Jacoby, IV, Senior Vice President --
and Portfolio Manager
10
Other Business Profession, Vocation or
Name and Position with Spectrum Employment During Past Two Fiscal Years
------------------------------- ---------------------------------------
Mark A. Lieb, Executive Director and --
Chief Financial Officer
Jim McCaughan, Director Global Head of Asset Management for Principal
Global Investors since April 2002. Executive Vice
President of Principal Life Insurance Company since
April 2002. Senior Vice President of Principal
Financial Group, Inc. since April 2002. Previously
Chief Executive Officer of Credit Suisse Asset
Management Americas.
Jean M. Orlando, Vice President and --
Controller
Gloria Reeg, Director Global Head of Fixed Income for Principal Global
Investors since February 2002. Vice President of
Principal Life Insurance Company since February
2002. Previously the Managing Director of Global
Consulting for Frank Russell Company.
Bernard M. Sussman, Executive Director --
and Chief Investment Officer
Albano Tunnera, Assistant Vice President --
and Operations Manager
Joseph J. Urciuoli, Vice President and --
Director of Research
Froley, Revy Investment Co., Inc. ("Froley, Revy") serves as a
subadviser to one other fund and offers separate account management services to
institutions and high net worth individuals. See "Management of the Fund" in
Part B of the Registration Statement.
Set forth below is a list of each director and officer of Froley, Revy,
indicating each business profession, vocation or employment of a substantial
nature in which such person has been, at any time during the past two fiscal
years, engaged for his or her own account or in the capacity of director,
officer, partner or trustee.
11
Other Business Profession, Vocation or
Name and Position with Froley, Revy Employment During Past Two Fiscal Years
----------------------------------- ---------------------------------------
George A. Froley, III, Chairman, Director and --
Managing Director
Jim Herbert, Director President, Chief Executive Officer and Director of
First Republic Bank.
Katherine Auguste-DeWilde, Director Chief Operating Officer, Executive Vice President
and Director of First Republic Bank.
Ed Dobranksi, Director Senior Vice President, General Counsel and
Secretary of First Republic Bank.
Melinda Gordon, Director and Managing
Director
K. Andrea O'Connell, Director, President, --
Chief Executive Officer, Managing
Director and Assistant Secretary
Michael Revy, Managing Director and Director, Staub Holding AG, Emil-Staub Strasse 2,
Senior Vice President CH-8708 Mannedorf Switzerland. Private banker with
Wechsler & Co., Inc. until 2002.
James Barry, Managing Director and --
Senior Vice President
Ravi Malik, Managing Director and Senior --
Vice President
Warren Chun, First Vice President --
Mike Opre, Vice President --
Monica Erickson, Vice President --
Steve Wachtel, Vice President --
David Epstein, Vice President --
Kim Nicholas, Vice President, Assistant --
Secretary and Chief Financial Officer/Controller
Melissa Shanahan, Vice President --
12
Other Business Profession, Vocation or
Name and Position with Froley, Revy Employment During Past Two Fiscal Years
----------------------------------- ---------------------------------------
John Padden, Vice President --
Ed Hackney, Vice President --
Lily Yu, First Vice President --
Ted Heigel, Vice President --
Ann Houlihan, Secretary --
Item 31: Location of Accounts and Records
Nuveen Institutional Advisory Corp., 333 West Wacker Drive, Chicago,
Illinois 60606, maintains the Declaration of Trust, By-Laws, minutes of trustees
and shareholders meetings and contracts of the Registrant and all advisory
material of the investment adviser.
Spectrum Asset Management, Inc., 4 High Ridge Park, Stamford, CT 06905,
maintains certain of its advisory material.
Froley, Revy Investment Co., Inc., 10900 Wilshire Boulevard, Suite 900,
Los Angeles, CA 90024, maintains certain of its advisory material.
State Street Bank and Trust Company, 225 Franklin Street, Boston,
Massachusetts 02110, maintains all general and subsidiary ledgers, journals,
trial balances, records of all portfolio purchases and sales, and all other
required records not maintained by Nuveen Institutional Advisory Corp.
Item 32: Management Services
Not applicable.
Item 33: Undertakings
1. Registrant undertakes to suspend the offering of its shares until
it amends its prospectus if: (1) subsequent to the effective date of its
Registration Statement, the net asset value declines more than 10 percent from
its net asset value as of the effective date of the Registration Statement; or
(2) the net asset value increases to an amount greater than its net proceeds as
stated in the prospectus.
2. Not applicable.
3. Not applicable.
4. Not applicable.
13
5. The Registrant undertakes that:
a. For purposes of determining any liability under the Securities
Act of 1933, the information omitted from the form of prospectus filed
as part of a registration statement in reliance upon Rule 430A and
contained in the form of prospectus filed by the Registrant under Rule
497(h) under the Securities Act of 1933 shall be deemed to be part of
the Registration Statement as of the time it was declared effective.
b. For the purpose of determining any liability under the
Securities Act of 1933, each post-effective amendment that contains a
form of prospectus shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of the
securities at that time shall be deemed to be the initial bona fide
offering thereof.
6. The Registrant undertakes to send by first class mail or other
means designed to ensure equally prompt delivery, within two business days of
receipt of a written or oral request, any Statement of Additional Information.
14
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant has duly caused the Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in this City of Chicago, and State of Illinois, on the 26th day of
June 2003.
NUVEEN PREFERRED AND CONVERTIBLE
INCOME FUND 2
/s/ Jessica R. Droeger
________________________________________
Jessica R. Droeger, Vice President and
Secretary
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the date indicated.
Signature Title Date
--------- ----- ----
/s/ Stephen D. Foy Vice President and Controller June 26, 2003
--------------------- (Principal Financial and
Stephen D. Foy Accounting Officer)
/s/ Gifford R. Zimmerman Chief Administrative Officer June 26, 2003
------------------------
Gifford R. Zimmerman
Timothy R. Schwertfeger* Chairman of the Board and By: /s/ Jessica R. Droeger
Trustee ----------------------
Jessica R. Droeger
Attorney-In-Fact
June 26, 2003
William E. Bennett* Trustee
Robert P. Bremner* Trustee
Lawrence H. Brown* Trustee
Jack B. Evans* Trustee
Anne E. Impellizzeri* Trustee
William L. Kissick* Trustee
Thomas E. Leafstrand* Trustee
Peter R. Sawers* Trustee
William J. Schneider* Trustee
Judith M. Stockdale* Trustee
Sheila W. Wellington* Trustee
* Original powers of attorney authorizing Jessica R. Droeger and Gifford R.
Zimmerman, among others, to execute the Registration Statement, and
Amendments thereto, for each of the trustees of Registrant on whose behalf
the Registration Statement is filed, have been executed and filed as
exhibits.
15
INDEX TO EXHIBITS
a. Declaration of Trust dated March 17, 2003.*
b. By-laws of Registrant.*
c. None.
d. Form of Share Certificate.*
e. Terms and Conditions of the Dividend Reinvestment Plan.*
f. None.
g.1 Investment Management Agreement between Registrant and Nuveen
Institutional Advisory Corp. dated May 15, 2003.*
g.2 Investment Sub-Advisory Agreement between Nuveen Institutional Advisory
Corp. and Spectrum Asset Management, Inc. dated May 15, 2003.*
g.3 Investment Sub-Advisory Agreement between Nuveen Institutional Advisory
Corp. and Froley, Revy Investment Co., Inc. dated May 15, 2003.*
h.1 Form of Underwriting Agreement.
h.2 Form of Salomon Smith Barney Inc. Master Selected Dealer Agreement.
h.3 Form of Nuveen Master Selected Dealer Agreement.
h.4 Form of Salomon Smith Barney Inc. Master Agreement Among Underwriters.
h.5 Form of Dealer Letter Agreement.
i. Nuveen Open-End and Closed-End Funds Deferred Compensation Plan for
Independent Directors and Trustees.*
j. Master Custodian Agreement between Registrant and State Street Bank and
Trust Company dated August 19, 2002.*
k.1 Shareholder Transfer Agency Agreement between Registrant and State
Street Bank and Trust Company dated October 7, 2002.*
k.2 Expense Reimbursement Agreement between Registrant and Nuveen
Institutional Advisory Corp. dated May 15, 2003.*
l.1 Opinion and consent of Bell, Boyd & Lloyd LLC.*
l.2 Opinion and consent of Bingham McCutchen LLP.*
l.3 Consent of Bell, Boyd & Lloyd LLC.
l.4 Consent of Bingham McCutchen LLP.
m. None.
n. Consent of Ernst & Young LLP.
o. None.
p. Subscription Agreement of Nuveen Institutional Advisory Corp. dated
June 3, 2003.*
q. None.
r.1 Code of Ethics of Nuveen Institutional Advisory Corp.*
r.2 Code of Ethics of Spectrum Asset Management, Inc.*
r.3 Code of Ethics of Froley, Revy Investment Co., Inc.*
s. Powers of Attorney.
____________________
* Incorporated by reference - see Item 24
16